BYLAWS of the CAPITAL AREA ECONOMIC DEVELOPMENT DISTRICT, INC.

Transcription

1 BYLAWS of the CAPITAL AREA ECONOMIC DEVELOPMENT DISTRICT, INC. Article I. Creation and Purpose Sec Sec Economic Development District The Capital Area Economic Development District, Inc. was incorporated as a Texas Nonprofit Corporation on September 8, The Economic Development Administration of the United States Department of Commerce has stated its intent to designate the Corporation and Economic Development District under section 403 of the Public Works and Economic Development Act of 1965, as amended. The District consists of State Planning Region 12, which comprises the following Texas counties: Bastrop, Blanco, Burnet, Caldwell, Fayette, Hays, Lee, Llano, Travis, and Williamson. Purposes of the Corporation The purposes of the Capital Area Economic Development District, Inc. are: To promote economic growth in Texas State Planning Region 12; (d) (e) (f) (g) To increase employment opportunities for unemployed and underemployed persons; To assist and coordinate economic development planning efforts of local governments and local economic development organizations in the region; To coordinate economic development planning with transportation planning, community development programs, job training programs, and other programs and activities that might stimulate the region s economic betterment; To implement an economic development technical assistance program that includes workshops, assistance in implementing economic development programs, and assistance to local organizations in applying for grants for economic development purposes; To develop and maintain a current regional overall economic development plan (OEDP), which builds on county level economic development programs; To conduct other activities supporting the region s economic development. Article II. Board of Directors Sec Duties, Number and Appointment 1

2 Sec Sec Sec Sec All powers of the Capital Area Economic Development District, Inc. shall be exercised by, or under the authority of, and the business and affairs of the Corporation managed under the direction of, a board of directors. The Corporation s board of directors consists of no fewer than 13 nor more than 30 individuals, as fixed from time to time by resolution of the Capital Area Council of Governments (CAPCOG) Executive Committee. The Executive Committee of CAPCOG appoints the directors of the Corporation, who may be the members and officers of the Executive Committee. Membership Qualification Directors must be residents of State Planning Region 12 and represent the following interest groups in the Region, among others: workforce, business associations, utilities, transportation, higher education, human services, housing, growth management/development, local government, and health. The Membership must have minority representation inclusive and reflective of the population of the area served. Term A director serves until replaced by the CAPCOG Executive Committee. A director may resign at any time by giving written notice to the chairman or secretary of the Corporation. A director s resignation is effective when the notice is given, unless the notice specifies a later effective date. The Board of Directors membership shall be ratified by the CAPCOG Executive Committee in January each year. A director may serve no more than three consecutive year terms. Vacancy A vacancy on the board occurs: (1) when a director dies; (2) when a director resigns; (3) when a director is replaced by the CAPCOG Executive Committee; (4) when a director becomes disqualified to serve; or (5) when the number of directors is increased. In case of vacancy on the board, the CAPCOG Executive Committee shall fill the vacancy by appointment. No Compensation Directors are not entitled to compensation for their services as directors or officers. The Corporation may reimburse directors or officers for expenses incurred for training, conferences and other meetings, in accordance with the CAPCOG Travel Policy. 2

3 Sec (d) Sec Meetings of the Board The board of directors may meet from time to time at location in or out of the state as determined by resolution of the board. A quorum of the board of directors consists of a majority of the number of directors fixed under section 2.1, excluding vacancies. However, a quorum may not consist of fewer than 40% of the number of directors fixed under section 2.1. If a quorum is present when the vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors. Directors may not vote by proxy. Notice of Meeting Written notice, including an agenda, of each meeting of the board must be mailed or personally delivered to each director at least five business days before the meeting date. Sec Sec Sec Committee of the Board The board of directors by resolution may create one or more committees and appoint members of the board to serve on them. Each committee may have two or more members, and they will serve at the pleasure of the board. Sections 2.6 through 2.10, which govern meetings, quorum and voting requirements, meeting notices, conflict of interest, and parliamentary rules, apply to committees and their members as well. To the extent specified in the creating resolution, a committee may exercise the board s authority under section 2.1. Conflict of Interest A director who is a member of the governing body, an officer, or an employee of an entity whose application for economic development funding will be reviewed by the Corporation must disclose his or her status before the application is considered and may not participate in discussion of or vote on the application. The director is counted in determining the existence of a quorum. A vote cast by a director in violation of subsection is not counted. Parliamentary Rules Except where these bylaws provide otherwise, the conduct of Board meetings is governed by the 1970 edition of Robert s Rules of Order Newly Revised. 3

4 Article III. Officers Sec Sec Titles and Terms of Office The Officers of the Corporation are Chairperson and Vice-Chairperson. Officers are elected by the Board of Directors each year at the first regular meeting. Vacancy In case of vacancy in an office, as determined under section 2.4, the CAPCOG Executive Committee shall fill the vacancy by appointment from among the Directors. Sec Powers and Duties of Officers The chairperson is the chief executive officer of the Corporation and, subject to control of the board of directors, is generally responsible for conducting the business and affairs of the Corporation. The vice-chairperson has the powers and carries out the duties of the chairperson when the chairperson is absent or unable to act. The board of directors may assign specific duties to the officers from time to time by resolution. Article IV. General Provisions Sec Principal Office The CAPCOG offices shall serve as the Corporation s principal office. Sec Fiscal Year The board of directors shall determine the Corporation s fiscal year by resolution, subject to the approval of the CAPCOG Executive Committee. Sec Sec Books and Records The Corporation shall keep at its principal office correct and complete minutes of the meetings of its board of directors and committees of the board, and appropriate financial records. The Corporation s books and records are subject to the Open Records Act. Staff 4

5 The Executive Director of CAPCOG is the Executive Director of the Corporation, and the Executive Director may assign CAPCOG employees to carry out duties for the Corporation. Sec Amendment of Bylaws The board of directors may amend these bylaws at a regular or special meeting. The written text of a proposed amendment must be furnished for each director at least five business days before the day of the meeting at which it will be considered. An amendment is effective when adopted by the board unless the amendment specifies a later effective date. Adopted this 17 th day of October Bylaws History Adopted October 1989 Revised December 1997 Revised July 2000 Revised May 2002 Revised June